Fortinet, Inc. FTNT

57% shingled-prose overlap between the two filings.

2025: 56,996 chars · 2026: 61,666 chars

• Pay Ratio (Item 402(u)):25% overlap (1,058 → 484 chars)
• Say-on-Pay proposal:86% overlap (2,817 → 2,817 chars)

• changedThis Compensation Discussion and Analysis provides information about the 2025 2024compensation arrangements for each individual who served as one of our executive officers during 2025, 2024,who were as follows:
• new• Christiane Ohlgart, our Chief Financial Officer;
• changed• Keith Jensen, our former Chief Financial Officer; and
• newUpon his retirement, Mr. Jensen resigned as our Chief Financial Officer on May 15, 2025, at which time the Board of Directors appointed Christiane Ohlgart to serve as Chief Financial Officer.
• newMr. Jensen began serving as a member of Fortinet’s Strategic Advisory Council on August 5, 2025 and remains a member.
• new2025 Business Highlights
• changedDuring 2025, 2024,we made significant progress on our business goals, with strong results across all our key operating metrics, including the following achievements that impacted executive compensation:
• changed• Total revenue was $6.80 billion for 2025, 2024was$5.96billion,an increase of 14% 12%compared to $5.96 $5.30billion in 2024. for2023.
• changed• Total gross profit was $5.47 $4.80billion in 2025, 2024,an increase of 14% 18%compared to $4.80 $4.07billion in 2024. 2023.
• changed• Operating income was $2.08 $1.80billion in 2025, 2024,an increase of 16% 45%compared to $1.80 $1.24billion in 2024. 2023.
• new2025 Compensation Highlights
• changedBased on our growth and profitability for the year, and after accounting for individual performance during the year, our executives earned 103% 92%of their target annual incentives, on average.
• changed• Continued to Emphasize Performance-Based Long-Term Incentives: In 2025, 2024,our NEOs were granted long-term incentive awards in a mix of time-based restricted stock units (“RSUs”) and performance-based awards (“PSUs”) that are eligible to be earned based on our relative total stockholder return (“TSR”) as compared to the S&P 500.
• new34
• changedFor 2025, 2024,the material elements of our executive compensation program were:
• changedThe Human Resources Committee approved awards of RSUs and PSUs to our NEOs in January 2025, 2024,allofwhich were granted effective February 2025. 2024.
• newThe Human Resources Committee approved awards of RSUs and PSUs to Ms. Ohlgart in July 2025, which were granted effective August 2025 in connection with Ms. Ohlgart’s appointment as our Chief Financial Officer.
• changedKen and Michael Xie began willbereceiving certain personal security services.
• new35
• changedWe delivered approximately 95% of total direct compensation for our CEO, and 93% 92%of average total direct compensation for our other NEOs, through awards linked to our performance.
• new36
• changedOur stockholders will have the opportunity again at the 2026 2025Annual Meeting to vote on our NEO compensation through the stockholder advisory vote (commonly known as a “say-on-pay” vote) included as Proposal Three in this Proxy Statement.
• changedOver 87% of the stockholder votes cast at the 2025 2024Annual Meeting were in favor of our NEO compensation.
• changedSince the 2025 2024stockholder vote on executive compensation occurred after the Human Resources Committee had established all of the compensation elements for 2025, 2024,the Human Resources Committee could only take into consideration the 2025 2024stockholder vote in establishing executive compensation for 2026. 2025.
• changedFor 2025, 2024,the Human Resources Committee engaged Compensia in this capacity.
• changedFor 2025, 2024,the Human Resources Committee also engaged Compensia to provide and to report on the results of a competitive assessment of the compensation of our NEOs, which is based on analysis of market and peer company compensation data.
• changedThis assessment is one factor considered by the Human Resources Committee as discussed in more detail below under “— 2025 2024Compensation Decisions.” Compensia reports directly to the Human Resources Committee and provided no services to us other than the consulting services to the Human Resources Committee.
• changedIn October 2024, 2023,with assistance from Compensia, the Human Resources Committee developed and approved a compensation peer group as a source of competitive market data for evaluating the compensation of our executive officers and to support pay decisions for 2025. 2024.
• new37
• changedIn selecting peers, the Human Resources Committee also generally sought to include companies with annual revenue ranging from approximately $2.8 $2.5billion to $11.1 $10billion and a market capitalization generally ranging from $28.9 $25billion to $115.7 $100billion at the time of review.
• newBased on this review, Cloudflare and Digital Realty Trust were added to the peer group for 2025.
• changedThe peer group approved in October 2024 2023included the 19 17technology companies listed below:
• changedAkamai Technologies Marvell Technology NetAppArista Networks NetApp Autodesk Palo Alto Networks AutodeskServiceNowCadence Design Systems ServiceNow SnowflakeCheck Point Software Technologies Snowflake Cloudflare Synopsys CrowdStrike Holdings Workday Datadog Zoom Communications Digital Realty Zscaler Equinix ZscalerMarvellTechnology
• new2025 Compensation Decisions
• newIn May 2025, in connection with her appointment as our Chief Financial Officer, the Board increased the annual base salary of Ms. Ohlgart.
• changedInFebruary2024,theHumanResourcesCommitteeincreasedtheannualbasesalaryofMr.WhittleandkeptThe annual base salaries of Mr. Ken Xie, Mr. Michael Xie, Mr. Jensen, Xieand Mr. Whittle remain unchanged in 2025, Jensenunchanged,as further described below.
• changedName 2024 2023Base Salary 2025 2024Base Salary % Change Mr. Ken Xie $ 597,000 $ 597,000 — Mr. Michael Xie $ 445,000 $ 445,000 — Ms. Ohlgart $ 450,000 $ 480,000 6.67 % Mr. Jensen $ 506,000 $ 506,000 ​(1) — Mr. Whittle $ 506,000 482,000$ 506,000 — 4.98%
• new(1) This base salary reflects Mr. Jensen’s base salary as our Chief Financial Officer until his resignation on May 15, 2025.
• newMr. Jensen receives $50,000 annually (paid quarterly) in connection with his services on our Strategic Advisory Council following his resignation as our Chief Financial Officer.
• new38
• changedIn January 2025, 2024,the Human Resources Committee set the 2025 2024target bonus opportunities of Mr. Ken Xie, Mr. Michael Xie, Mr. Jensen, and Mr. Whittle theNEOsas further described below.
• newMs. Ohlgart’s 2025 target bonus opportunity was set in May 2025 in connection with her appointment as our Chief Financial Officer.
• changedName 2024 2023Target Bonus Opportunity (% of Salary) 2025 2024Target Bonus Opportunity (% of Salary) Mr. Ken Xie 120 % 120 % Mr. Michael Xie 75 % 75 % Ms. Ohlgart — 80 % Mr. Jensen 80 % — 80%Mr. Whittle 90 75% 90 %
• new2025 Bonus Program
• changedIn 2025, 2024,the Human Resources Committee based the Bonus Program funding on achievement of revenue, billings, and operating income targets, as set forth in more detail below, with 35% of the bonus pool funding based on revenue achievement, 35% of the bonus pool funding based on billings achievement, and 30% of the bonus pool funding based on operating income achievement.
• changedFor 2025, 2024,threshold (i.e., the minimum) performance level was 90% of the revenue, billings, and operating income target.
• changedRevenue (35% of Overall Bonus Program) Billings (35% of Overall Bonus Program) Operating Income (30% of Overall Bonus Program) Performance (% Target) Bonus Funding (% of Target) Performance (% Target) Bonus Funding (% of Target) Performance (% Target) Bonus Funding (% of Target) Threshold 90 % %(1)40 % 90 % %(1)40 % 90 % %(1)40 % Target 100 % 100 % 100 % 100 % 100 % 100 % Max 140 % 140 % 140 % 140 % 140 % 140 %
• new2025 Bonus Results
• changedFor 2025 2024quarterly and annual targets, we achieved between 99% and 101% 102%for revenue, between 100% 90%and 102% 94%for billings and between 104% 115%and 114% 151%of operating income targets.
• changedBased on our results for 2025, 2024,and certain adjustments made for individual performance made by our Human Resources Committee, our NEOs earned the following aggregate bonuses during 2025: 2024:
• newName Bonus Earned in 2025 Mr. Ken Xie $ 705,937 Mr. Michael Xie $ 328,876 Ms. Ohlgart $ 298,651 Mr. Jensen $ 254,686 Mr. Whittle $ 447,000
• changedIn granting RSUs and PSUs to our NEOs in 2025, 2024,the Human Resources Committee exercised its judgment and considered, among other things, the role and contribution of the NEO, the value of unvested stock options and RSUs already held by the NEO and Compensia’s data and analysis.
• changedIn January 2025 (or as otherwise specified below), 2024,the Human Resources Committee approved the following awards to our NEOs, as further described below:
• newName Number of RSUs Number of PSUs (at target) Total Grant Date Value Mr. Ken Xie 36,405 36,405 $ 10,155,102 Mr. Michael Xie 20,802 20,802 $ 5,802,680 Ms. Ohlgart 10,401 10,401 $ 2,901,340 Ms. Ohlgart* 4,810 4,810 $ 748,888 Mr. Jensen 18,202 18,202 $ 5,077,415 Mr. Jensen** 588 — $ 46,881 Mr. Whittle 18,202 18,202 $ 5,077,415
• new* Granted in August 2025 in connection with Ms. Ohlgart’s appointment as our Chief Financial Officer in May 2025.
• new** Granted in November 2025 in connection with Mr. Jensen’s role as member of Fortinet’s Strategic Advisor Council.
• new2025 RSU Awards.
• changedIn January 2025 and July 2025, 2024,the Human Resources Committee approved awards of RSUs to our NEOs as set forth in the table above.
• changedThese RSUs vest over four years, with 25% vesting one year from February 1, 2026 2025and the remainder vesting quarterly thereafter.
• changedIn October 2025, January2024,the Human Resources Committee approved awards of RSUs to Mr. Jensen PSUsas set forth in the table above.
• newThis RSU vests on the one-year anniversary of August 5, 2026, the date of Mr. Jensen’s Fortinet Strategic Advisory Council Member Agreement.
• new2025 PSU Awards.
• newIn January 2025, the Human Resources Committee approved awards of PSUs to our NEOs, except for Ms. Ohlgart, as set forth in the table above (the “January PSUs”).
• changedVesting of the PSUs will be earned based on the relative level of achievement of Fortinet’s theCompany’sTSR as compared to the TSR of the companies that comprise the S&P 500 as of January 1, 2025 2024over the applicable performance period.
• newIn July 2025, the Human Resources Committee approved awards of PSUs to Ms. Ohlgart as set forth in the table above (the “July PSUs”).
• newVesting of up to 200% of the target PSUs may be achieved upon maximum achievement of the performance metrics described below.
• newVesting of the PSUs will be earned based on the relative level of achievement of Fortinet’s TSR as compared to the TSR of the companies that comprise the S&P 500 as of April 1, 2025 over the applicable performance period.
• changedThe January PSUs are split in four “tranches” and vest based on the following terms:
• changedPerformance Period Overall Weighting Tranche 1: One-Year Performance Period: January 1, 2025 2024– December 31, 2025 202420 % Tranche 2: Two-Year Performance Period: January 1, 2025 2024– December 31, 2026 202520 % Tranche 3: Three-Year Performance Period: January 1, 2025 2024– December 31, 2027 202620 % Tranche 4: Four-Year Performance Period: January 1, 2025 2024– December 31, 2028 202740 %
• newThe July PSUs are split in four “tranches” and vest based on the following terms:
• newPerformance Period Overall Weighting Tranche 1: One-Year Performance Period: April 1, 2025 – March 31, 2026 20 % Tranche 2: Two-Year Performance Period: April 1, 2025 – March 31, 2027 20 % Tranche 3: Three-Year Performance Period: April 1, 2025 – March 31, 2028 20 % Tranche 4: Four-Year Performance Period: April 1, 2025 – March 31, 2029 40 %
• changedTo the extent a Tranche is achieved, earned January PSUs shall vest the February 1st following the end of its performance period and earned July PSUs shall vest the May 1st following the end of its performance period, so long as the grantee remains in service to Fortinet on such date.
• changedThe following table provides information regarding the target number of PSUs eligible to be earned and the number of PSUs actually earned from PSUs granted inprioryearsbased on 2025 2024performance.
• newName Fiscal Year ofGrant Remaining PSUsEligible to beEarned Target PSUsEligible to beEarned based on 2025 Performance Actual PSUsEarned Based on 2025 Performance Mr. Ken Xie 2023(1) 40,064 20,032 34,254 2024(2) 43,753 14,584 27,855 2025(3) 29,124 7,281 — Mr. Michael Xie 2023(1) 17,688 8,842 15,119 2024(2) 21,526 7,175 13,704 2025(3) 16,642 4,160 — Ms. Ohlgart 2023 — — — 2024(4) 8,764 2,191 4,382 2025(3) 13,131 2,080 — Mr. Jensen 2023(1) — 8,233 — 2024(2) — 5,845 — 2025(3) — 3,640 — Mr. Whittle 2023(1) 10,292 5,146 8,799 2024(2) 17,539 5,845 11,163 2025(3) 14,562 3,640 —
• changed(1) Regarding the Tranche 3 2performance period ended on December 31, 2025 2024for the PSUs granted in 2023, our TSR percentile rank was 68th, 86th,resulting in 171% 200%of the target number of shares for the performance period being earned.
• changed(2) Regarding the Tranche 2 1performance period ended on December 31, 2025 for the PSUs granted in 2024, our Fortinet’sTSR percentile rank was 73rd, 96th,resulting in 191% of the target followingnumber of shares for the performance period PSUsbeing earned. earnedbyeachofourNEOs:
• new(3) Regarding the Tranche 1 performance period ended on December 31, 2025 for the PSUs granted in 2025, our TSR percentile rank was 21st, resulting in 0% of the target number of shares for the performance period being earned.
• new(4) Regarding the Tranche 1 performance period ended on March 31, 2025 for the PSUs granted in 2024, our TSR percentile rank was 94th, resulting in 200% of the target number of shares for the performance period being earned.
• newSince 2025, Messrs.
• changedKen Xie and Michael Xie have received, and will continue to receive, bereceivingcertain personal security services.

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